EXEL - Exelexis supports two of Farallon's board nominees as it faces proxy fight

2023-04-13 17:16:58 ET

Exelixis ( NASDAQ: EXEL ) supports two of investor Farallon's board nominees even as the investor last week said it planned to pursue a proxy fight with the biotech firm.

Exelixis  ( EXEL ) said it's recommending Tomas Heyman, current CEO of Interlaken Therapeutics, and Robert Oliver, former President and CEO of Otsuka America Pharmaceutical, for election as independent directors at the company's annual meeting, according to a statement. The Farallon-recommended nominees will replace Carl Feldbaum and Vincent Marchesi, who won't stand for re-election.

The announcement comes after Farallon last week wrote a letter to Exelixis ( EXEL ) saying it would nominate three directors to the company's board. One of Farallon's main issues with the company is its spending on research and development.

Exelixis ( EXEL ) responded last week that it had recently reached a near-final agreement to avoid a proxy contest that included appointing two of Farallon’s nominees and announcing the retirement of two long-standing existing directors, though an agreement was never struck over a disagreement over the investor gaining access to confidential information.

"While the Exelixis Board could not concede to Farallon’s information and access demands, the Board determined at the time of the interviews that Messrs. Heyman and Oliver were excellent candidates for the board, and the failure of settlement negotiations with Farallon does not in any way affect that view," Exelixis ( EXEL ) said in the statement on Thursday.

Last month Farallon Capital, which has a 7.2% stake in Exelixis ( EXEL ), said the biotech is undervalued and "needs to refresh the board." Farallon said in the letter last Wednesday that it has been continuously invested in Exelixis since 2018.

Farallon also said that Exelixis ( EXEL ) has more than $2 billion of cash and marketable securities on its balance sheet that it needs to find ways to distribute to holders.

Last month, Exelixis ( EXEL ) authorized a $550M share repurchase program of the company’s common stock before the end of 2023.

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